Which Legal Entities Are Subject to Reporting Obligations under the Legal Entity Transparency Act (LETA)?

Introduction

With the new Legal Entity Transparency Act (LETA), Switzerland aims from 2026 onwards to harmonise the identification of beneficial owners and to centralise this information in the Transparency Register. The law aligns Switzerland with international standards issued by the FATF, the OECD Global Forum, and the EU.
But which legal entities are actually subject to these reporting obligations – and why does a Swiss law apply to foreign entities as well?

Table of Contents

1. Purpose of the Transparency Act
2. Swiss legal entities subject to reporting
3. Exceptions – what no longer applies
4. Foreign legal entities subject to reporting
5. Other covered structures
6. Why foreign entities fall under LETA
7. Conclusion

Purpose of the Transparency Act

LETA establishes, for the first time, a unified system outside the Code of Obligations for reporting beneficial owners of all covered entities.
Its purpose is to prevent opaque structures used for money laundering, corruption, or sanctions evasion, and to provide authorities with fast and reliable access to ownership information.

Swiss legal entities subject to reporting

All legal entities under Swiss private law are generally subject to reporting, including:

• Joint-stock companies (AG)
• Limited liability companies (GmbH)
• Partnerships limited by shares
• Cooperatives
• Non-listed holding or domicile companies
• SICAV
• SICAF
• Limited partnerships for collective investment schemes

Not included:

• Associations
• Foundations

Important for issuers of intermediated securities (new rules)

Previously, Art. 697j para. 5 CO provided a significant exemption:

Shares constituted as intermediated securities and held with a Swiss custodian were exempt from reporting.

This exemption is fully abolished, because:

• Articles 697j–697m CO are repealed,
• the transparency regime is governed exclusively by LETA,
• LETA contains no special rules for non-listed intermediated securities.

Result:
A company with non-listed intermediated securities is now fully subject to reporting obligations, unless a specific exception in LETA applies.

Exceptions – what no longer applies

LETA provides three main exceptions:

1. Companies whose equity securities are wholly or partially listed.
2. Subsidiaries more than 75 % owned (directly or indirectly) by one or more listed companies.
3. Occupational pension institutions.

The following no longer applies:

• the previous exemption for non-listed intermediated securities (Art. 697j para. 5 CO).

The new regime is comprehensive and form-neutral:

Reporting depends on ownership and control, not on the form of the security.

Foreign legal entities subject to reporting

Foreign entities may also be subject if they have a relevant connection to Switzerland, including:

• effective management carried out in Switzerland,
• ownership of real estate in Switzerland,
• operation of a branch registered in the commercial register.

Examples:

• a UK Limited managed from Zurich
• a Delaware LLC owning Swiss property
• a French SARL with operational management in Switzerland

These entities must identify and report their beneficial owners under Swiss law.

Why foreign entities fall under LETA

The extraterritorial scope is based on international standards:

1. FATF Recommendation 24: transparency required for entities with a substantial connection to a jurisdiction.
2. OECD Global Forum: calls for effective access to ownership information.
3. International practice: the EU, UK, Singapore and others apply similar regimes.
4. Effective management: the place of real management determines jurisdiction, not the registered seat.
5. Tax transparency: international exchanges require complete ownership information.

In practice:

Any entity operating in or from Switzerland must report its beneficial owners to the Transparency Register.

Conclusion

From 2026 onwards, LETA will subject almost all Swiss legal entities – around 600,000 – to a unified and comprehensive transparency regime. The new identification and reporting duties are extensive, sometimes complex, and significantly stricter than under prior law. Previously privileged cases, such as non-listed intermediated securities, are now fully reportable.

To avoid time pressure, mistakes, and penalties, companies should begin preparing their ownership and control structures now. Konsento already enables full and compliant modelling of ownership, including beneficial-owner identification. For up to 150 shareholders, the digital share register and beneficial-owner capture are free of charge.
For updates on the Transparency Register, the ordinance requirements and key deadlines, subscribe to the Konsento newsletter. And for questions, the Konsento AI chatbot is available 24/7 for registered users, providing free guidance on LETA, corporate law and corporate actions.